CENTEX CORP, DEF 14A, 1997-06-27

CENTEX CORP
DEF 14A, 1997-06-27
OPERATIVE BUILDERS

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<PAGE> 1

SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12

Centex Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(l) and
0-11.

(1) Title of each class of securities to which transaction applies:

- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:

- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):

- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:

- --------------------------------------------------------------------------------
(5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:

- --------------------------------------------------------------------------------
(3) Filing Party:

- --------------------------------------------------------------------------------
(4) Date Filed:

- --------------------------------------------------------------------------------
<PAGE> 2

SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

3333 Holding Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(l) and
0-11.

(1) Title of each class of securities to which transaction applies:

- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:

- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:

- --------------------------------------------------------------------------------
(5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

(1) Amount Previously Paid:

- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:

- --------------------------------------------------------------------------------
(3) Filing Party:

- --------------------------------------------------------------------------------
(4) Date Filed:

- --------------------------------------------------------------------------------
<PAGE> 3

CENTEX CORPORATION

AND

3333 HOLDING CORPORATION

PROXY STATEMENT AND
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
OF EACH CORPORATION

TO BE HELD JULY 24, 1997

--------------------

INDEX

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
CENTEX CORPORATION

Notice of Annual Meeting of Stockholders . . . . . . . . 1
Proxy Statement . . . . . . . . . . . . . . . . . . . . . 2

3333 HOLDING CORPORATION

Notice of Annual Meeting of Stockholders . . . . . . . . 18
Proxy Statement . . . . . . . . . . . . . . . . . . . . . 19
</TABLE>

----------------

PROXIES ARE BEING SEPARATELY SOLICITED BY THE BOARDS OF DIRECTORS OF
CENTEX CORPORATION AND 3333 HOLDING CORPORATION. TO ASSURE REPRESENTATION OF
YOUR SHARES AT THE ANNUAL MEETINGS OF BOTH COMPANIES, YOU MUST MARK AND RETURN
BOTH PROXY CARDS. STOCKHOLDERS ARE ENCOURAGED TO REVIEW THE ACCOMPANYING PROXY
STATEMENT OF EACH COMPANY CAREFULLY.
<PAGE> 4
CENTEX CORPORATION
2728 N. HARWOOD
DALLAS, TEXAS 75201

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JULY 24, 1997

To The Stockholders:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Centex
Corporation, a Nevada corporation ("Centex"), will be held in the auditorium of
the Dallas Museum of Art, 1717 North Harwood in the City of Dallas, Texas, on
Thursday, July 24, 1997, at 10:00 A.M. (C.D.T.) for the following purposes:

1. To elect three directors comprising a class of directors to serve
until the annual meeting of stockholders in 2000.

2. To transact such other business as may properly come before the
meeting or any adjournment thereof.

The Board of Directors has fixed the close of business on June 2, 1997 as
the record date for the determination of stockholders entitled to notice of and
to vote at the meeting or any adjournment thereof. Only stockholders of record
at the close of business on the record date are entitled to notice of and to
vote at the meeting. The transfer books will not be closed.

You are cordially invited to attend the meeting. Whether or not you expect
to attend the meeting in person, you are urged to promptly sign, date and mail
the accompanying form of Centex proxy, so that your Centex shares may be
represented and voted at the meeting. Your Centex proxy will be returned to
you if you should attend the meeting and request such return.

By Order of the Board of Directors

/s RAYMOND G. SMERGE
RAYMOND G. SMERGE
Vice President, Chief Legal Officer
and Secretary

Dallas, Texas
June 27, 1997

-1-
<PAGE> 5
CENTEX CORPORATION

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JULY 24, 1997

INTRODUCTION

The accompanying proxy, mailed together with this proxy statement, is
solicited by and on behalf of the Board of Directors of Centex Corporation, a
Nevada corporation ("Centex"), for use at the Annual Meeting of Stockholders of
Centex to be held on July 24, 1997, and at any adjournment thereof. The
mailing address of the executive offices of Centex is 2728 N. Harwood, Dallas,
Texas 75201. The approximate date on which this proxy statement and
accompanying proxy were first sent to stockholders was on or about June 27,
1997.

PURPOSES OF THE MEETING

At the meeting, action will be taken upon the following matters:

(1) Election of three directors comprising the class of directors to
serve until the annual meeting of stockholders in 2000.

(2) Such other business as may properly come before the meeting or
any adjournment thereof.

The Board of Directors of Centex does not know of any matters that may be
acted upon at the meeting other than the matters set forth in item (1) above.

RECOMMENDATION OF THE BOARD OF DIRECTORS

THE BOARD OF DIRECTORS OF CENTEX RECOMMENDS A VOTE FOR ELECTION OF THE
THREE NOMINEES FOR DIRECTOR OF CENTEX NAMED IN THE ACCOMPANYING CENTEX PROXY.

TANDEM SECURITIES

On November 30, 1987, Centex distributed as a dividend (the "Distribution")
to its stockholders (through a nominee, the "Nominee") all of the 1,000 issued
and outstanding shares of common stock, par value $.01 per share ("Holding
Common Stock"), of 3333 Holding Corporation, a Nevada corporation ("Holding"),
and all of the 900 issued and outstanding warrants (the "Stockholder Warrants")
to purchase Class B Units of limited partnership interest in Centex Development
Company, L.P., a Delaware limited partnership ("CDC"). 3333 Development
Corporation, a Nevada corporation and a wholly-owned subsidiary of Holding
("Development"), is the general partner of CDC.

The Nominee holds the Stockholder Warrants and shares of Holding Common
Stock on behalf of and for the benefit of persons who are from time to time the
holders of the common stock, par value $.25 per share ("Centex Common Stock"),
of Centex ("Centex Stockholders"). Each Centex Stockholder owns a beneficial
interest in the Holding Common Stock and the Stockholder Warrants that the
total number of shares of Centex Common Stock held by such stockholder bears to
the total number of shares of Centex Common Stock outstanding from time to
time. This beneficial interest of the Holding stockholders is not represented
by a separate certificate or receipt. Instead, each Centex Stockholder's
beneficial interest in such pro rata portion of the shares of Holding Common
Stock and the Stockholder Warrants is represented by the certificate or
certificates evidencing such Centex Stockholder's

-2-
<PAGE> 6
Centex Common Stock, and is currently tradeable only in tandem with, and as a
part of, each such Centex Stockholder's Centex Common Stock. These
restrictions on transfer are imposed by the terms of a nominee agreement (the
"Nominee Agreement") among Centex, Holding, CDC and the Nominee. Centex Common
Stock certificates issued after the date of the Nominee Agreement bear a legend
referring to the restrictions on transfer imposed thereby.

RECORD DATE AND VOTING

The record date for the determination of stockholders entitled to notice of
and to vote at the meeting is the close of business on June 2, 1997. At the
close of business on the record date, the issued and outstanding capital stock
of Centex entitled to vote at the meeting consisted of 29,098,320 shares of
Centex Common Stock.

The holders of Centex Common Stock will be entitled to one vote per share
upon the election of directors and each other matter that may be properly
brought before the meeting or any adjournment thereof. Neither the Articles of
Incorporation nor the By-laws of Centex provide for cumulative voting rights.
The presence at the meeting, in person or by proxy, of a majority of the
outstanding shares of Centex Common Stock is necessary to constitute a quorum;
abstentions and, by definition, broker non-votes will be counted as present for
purposes of establishing a quorum.

Shares represented by valid proxies will be voted at the meeting in
accordance with the directions given. If the proxy card is signed and returned
without any direction given, the shares will be voted for election of the three
nominees for director named in the proxy. The Board of Directors does not
intend to present, and has no information that others will present, any
business at the annual meeting other than as set forth in the attached Notice
of Annual Meeting of Stockholders of Centex. However, if other matters
requiring the vote of stockholders come before the meeting, it is the intention
of the persons named in the accompanying form of Centex proxy to vote the
proxies held by them in accordance with their best judgment in such matters.
Any stockholder of Centex has the unconditional right to revoke his Centex
proxy at any time prior to the voting thereof by submitting a later-dated
proxy, by attending the meeting and voting in person or by written notice to
Centex addressed to Raymond G. Smerge, Secretary, Centex Corporation, 2728 N.
Harwood, Dallas, Texas 75201; however, no such revocation shall be effective
until received by Centex at or prior to the meeting.

The cost of solicitation of proxies for the meeting will be borne by
Centex. Solicitation may be made by mail, personal interview, telephone and/or
telegraph by officers and other employees of Centex, who will receive no
additional compensation therefor. To aid in the solicitation of proxies,
Centex has retained the firm of Georgeson & Company Inc., which will receive a
fee of approximately $8,500 plus out-of-pocket expenses. Centex will reimburse
banks, brokerage firms and other custodians, nominees and fiduciaries for
reasonable expenses incurred by them in forwarding proxy material to beneficial
owners.

-3-
<PAGE> 7
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

MANAGEMENT

The following table sets forth information as of June 12, 1997 with respect
to the beneficial ownership of shares of Centex Common Stock by each director,
nominee for election to the Board of Directors and executive officer named in
the Summary Compensation Table under "Executive Compensation", individually
itemized, and by all directors and executive officers of Centex as a group (13
persons). Except as otherwise indicated, all shares are owned directly and the
owner has the sole voting and investment power with respect thereto.

<TABLE>
<CAPTION>
CENTEX COMMON STOCK(1)
--------------------------

NUMBER OF PERCENT
NAME SHARES OF CLASS
---- ------------ --------
<S> <C> <C>
Alan B. Coleman . . . . . . . . . .. . . . . . 39,370 *

Dan W. Cook III . . . . . . . . . .. . . . . . 12,370 *

Juan L. Elek . . . . . . . . . . .. . . . . . 5,704 *

Timothy R. Eller . . . . . . . . .. . . . . . 87,659 *

William J Gillilan III . . . . . .. . . . . . 123,154 *

Laurence E. Hirsch . . . . . . . .. . . . . . 519,739 1.76%

Clint W. Murchison, III . . . . . .. . . . . . 51,518(2) *

Charles H. Pistor . . . . . . . . .. . . . . . 28,070 *

David W. Quinn . . . . . . . . . .. . . . . . 198,297 *

Paul R. Seegers . . . . . . . . . .. . . . . . 336,065 1.15%

Raymond G. Smerge . . . . . . . . .. . . . . . 19,776 *

Paul T. Stoffel . . . . . . . . . .. . . . . . 22,370 *

All directors and executive officer
of Centex as a group (13 persons). . . . . . 1,482,302 5.09%

- --------------------
</TABLE>

* less than 1%

(1) Shares covered by stock options that are outstanding under the Centex
Corporation Stock Option Plan and the Centex Corporation 1987 Stock
Option Plan and exercisable on June 12, 1997 or within 60 days
thereafter are included as "beneficially owned" pursuant to the rules
and regulations of the Securities and Exchange Commission. Amounts
include the following shares that may be acquired upon exercise of
such stock options: Mr. Coleman -- 32,370 shares; Mr. Cook -- 12,370
shares; Mr. Elek -- 5,704 shares; Mr. Eller -- 84,960 shares; Mr.
Gillilan -- 123,102 shares; Mr. Hirsch -- 141,330 shares; Mr.
Murchison -- 32,370 shares; Mr. Pistor -- 22,370 shares; Mr. Quinn --
196,590 shares; Mr. Seegers -- 102,370 shares; Mr. Smerge -- 15,110
shares; Mr. Stoffel -- 22,370 shares; and all directors and executive
officers of Centex as a group (13 persons) -- 792,201 shares. Total
shown for Mr. Hirsch includes 200,000 shares covered by a conversion
right pursuant to the terms of a Centex subordinated debenture (see
"Certain Transactions"). In addition, this table includes
approximately 2,699, 2,159, 1,507 and 4,366 shares of Centex Common
Stock which may be beneficially owned as of March 31, 1997 by Messrs.
Eller, Hirsch, Quinn and Smerge,

-4-
<PAGE> 8
respectively, and approximately 10,731 shares of Centex Common Stock
which may be beneficially owned as of March 31, 1997 by all directors
and executive officers of Centex as a group (13 persons), pursuant to
the Centex Common Stock Fund under the Profit Sharing and Retirement
Plan of Centex Corporation, a defined contribution plan (the "Profit
Sharing Plan").

(2) Includes 1,613 shares held by Mr. Murchison's spouse, of which Mr.
Murchison disclaims beneficial ownership.

CERTAIN BENEFICIAL OWNERS

The following table sets forth information as of June 12, 1997 with respect
to the holders of shares of Centex Common Stock who are known to Centex to be
beneficial owners of more than five percent of such shares outstanding.

<TABLE>
<CAPTION>
CENTEX
COMMON STOCK
--------------------------------------
NAME AND ADDRESS
OF BENEFICIAL HOLDER NUMBER OF SHARES PERCENT OF CLASS
-------------------- ---------------- ----------------
<S> <C> <C>
Barclays Global Investors, NA . . . . . . . . . . . . . . . . . 1,693,370 5.8%
and Barclays Global Fund Advisor(1)
45 Fremont Street
San Francisco California 94105

Sanford C. Bernstein & Co., Inc.(2) . . . . . . . . . . . . . . 2,641,957 9.1%
767 Fifth Avenue
New York, New York 10153

FMR Corp.(3) . . . . . . . . . . . . . . . . . . . . . . . . . 3,802,072 13.1%
82 Devonshire Street
Boston, Massachusetts 02109

The Prudential Insurance Company . . . . . . . . . . . . . . . 1,641,220 5.6%
of America(4)
Prudential Plaza
Newark, New Jersey 07102-3777

- --------------------
</TABLE>

(1) Based solely upon information contained in the Schedule 13G of
Barclay's Global Investors, NA ("BGI"), reporting the ownership of
1,584,882 shares of Centex Common Stock, and Barclays Global Fund
Advisors ("BGFA"), reporting the ownership of 108,488 shares of Centex
Common Stock filed with the Securities Exchange Commission (the "SEC")
on February 14, 1997 with respect to Centex Common Stock owned as of
December 31, 1996 (the "Barclays 13G"). According to the Barclays
13G, such number includes 1,473,715 shares over which BGI had sole
voting power, 1,584,882 shares over which BGI had sole dispositive
power and 108,488 shares over which BGFA had sole voting and
dispositive power.

(2) Based solely upon information contained in the Schedule 13G of Sanford
C. Bernstein & Co., Inc. ("Bernstein") filed with the SEC on January
30, 1997 with respect to Centex Common Stock owned as of December 31,
1996 (the "Bernstein 13G") . According to the Bernstein 13G, such
number includes 1,417,121 shares over which Bernstein had the sole
power to direct the vote, 292,208 shares over which Bernstein had
shared voting power and 2,641,957 shares over which Bernstein had sole
dispositive power.

-5-
<PAGE> 9
(3) Based solely upon information contained in the Schedule 13G/A
(Amendment No. 10) of FMR Corp. filed with the SEC on February 10,
1997 with respect to Centex Common Stock owned as of December 31, 1996
(the "FMR 13G"). According to the FMR 13G, such number includes
16,784 shares over which FMR Corp. had the sole power to vote or
direct the vote and 3,802,072 shares over which FMR Corp. had sole
dispositive power. The ownership interest of one investment company,
Fidelity Magellan Fund, amounted to 1,487,700 shares of Centex Common
Stock (5.1% of the Centex Common Stock outstanding).

(4) Based solely upon information contained in the Schedule 13G/A
(Amendment No. 2) of The Prudential Insurance Company of America
("Prudential") filed with the SEC on February 6, 1997 with respect to
Centex Common Stock owned as of December 31, 1996 (the "Prudential
13G"). According to the Prudential 13G, such number includes 231,400
shares over which Prudential had sole voting or dispositive power,
1,391,320 shares over which Prudential had shared voting power and
1,409,820 shares over which Prudential had shared dispositive power.

ITEM 1. ELECTION OF DIRECTORS

Centex's By-laws provide for the division of the Board of Directors into
three classes with the directors in each class to hold office for a staggered
term of three years each. Each class of directors is to consist, as nearly as
may be possible, of one-third of the total number of directors constituting the
entire Board of Directors. Presently, there are three directors in the class
whose term expires at the 1997 annual meeting, three directors in the class
whose term expires at the 1998 annual meeting and four directors in the class
whose term expires at the 1999 annual meeting. At the 1997 annual meeting,
three directors are to be elected to serve until the 2000 annual meeting or
until their successors are elected and qualified, subject to removal by the
vote of the holders of not less than two-thirds of the outstanding shares of
Centex Common Stock. Unless contrary instructions are indicated on the proxy,
it is intended that the shares represented by the accompanying Centex proxy
will be voted for the election of the three nominees for director named below,
or if any of such nominees should become unavailable, which is not anticipated,
for such substitute nominee as the Board of Directors shall designate. A
plurality of votes cast at the annual meeting, in person or by proxy, is
required to elect each nominee. The Board recommends that stockholders vote
FOR the election of such three nominees. The information appearing in the
following table respecting the nominees for director and the continuing
directors has been furnished to Centex by the respective nominees and
directors.

NOMINEES FOR DIRECTORS

The three persons named below are the Board's nominees for election as
directors at the meeting for the class whose term expires at the 2000 annual
meeting. The three nominees named below are currently directors of Centex, who
were elected as directors by Centex Stockholders at the 1994 annual meeting of
stockholders.

CLASS WHOSE TERM EXPIRES AT THE 1997
ANNUAL MEETING

<TABLE>
<CAPTION>
POSITIONS AND OFFICES DIRECTOR BOARD COMMITTEE
NAME AND AGE WITH CENTEX SINCE MEMBERSHIP
- ----------------------------------- -------------------------- -------- --------------------------
<S> <C> <C> <C>
Dan W. Cook III, 62 . . . . . . . . None(1) 1993 Compensation*

Laurence E. Hirsch, 51 . . . . . . Chairman of the Board and 1985 Executive
Chief Executive Officer(2)

Charles H. Pistor, 66 . . . . . . . None(3) 1987 Compensation, Stock Option*
& Director Nominating
</TABLE>

-6-
<PAGE> 10
CONTINUING DIRECTORS

All continuing directors listed below were elected by Centex
Stockholders to terms expiring at the annual meetings to be held in 1998 and
1999.
<TABLE>
<CAPTION>
CLASS WHOSE TERM EXPIRES AT
THE 1998 ANNUAL MEETING

POSITIONS AND OFFICES DIRECTOR BOARD COMMITTEE
NAME AND AGE WITH CENTEX SINCE MEMBERSHIP
- ----------------------------------- ------------------------------ ----------- ---------------------
<S> <C> <C> <C>
William J Gillilan III, 51 . . . . Chairman, Centex Housing 1989 Executive
Group(4)

David W. Quinn, 55 . . . . . . . . Vice Chairman of the Board 1989 Executive
and Chief Financial Officer(5)

Paul T. Stoffel, 64 . . . . . . . . None(6) 1968 Audit* & Stock Option

CLASS WHOSE TERM EXPIRES AT THE 1999
ANNUAL MEETING
POSITIONS AND OFFICES DIRECTOR BOARD COMMITTEE
NAME AND AGE WITH CENTEX SINCE MEMBERSHIP
- ----------------------------------- ------------------------------ ----------- ---------------------
Alan B. Coleman, 68 . . . . . . . . None(7) 1979 Audit & Director Nominating

Juan L. Elek, 53 . . . . . . . . . None(8) 1995 ____

Clint W. Murchison, III, 50 . . . . None(9) 1979 Audit, Compensation & Stock
Option
Paul R. Seegers, 67 . . . . . . . . None(10) 1963 Executive* & Director Nominating*
</TABLE>

- ----------------------

* Chairman of the Committee

(1) Mr. Cook is engaged in private investments as his principal business.
Mr. Cook was a general partner in the investment banking firm of
Goldman, Sachs & Co. from 1977 until 1992. Mr. Cook is also a
director of Jayhawk Acceptance Corp.

(2) Mr. Hirsch has served as Chief Executive Officer of Centex since July
1988 and as Chairman of the Board since July 1991, and he served as
President from March 1985 to July 1991. Mr. Hirsch is also Chairman
of the Board of Directors of Centex Construction Products, Inc., an
affiliate of Centex, a director of Commercial Metals Corporation and
Envoy Corporation, and serves as an advisory director of Heidelberger
Zement AG and as a trustee of Blackrock Assets Investors, a registered
investment company.

(3) Mr. Pistor was Vice Chair and Trustee of Southern Methodist University
from October 1991 until his retirement in 1995. Mr. Pistor served as
Chairman of the Board and Chief Executive Officer of Northpark
National Bank of Dallas from April 1988 to June 1990. Prior thereto,
Mr. Pistor served as Vice Chairman of First RepublicBank Corporation
from June 1987 and the Chairman of the Board and Chief Executive
Officer of First RepublicBank Dallas, N.A. from April 1980 until his
retirement in April 1988. Mr. Pistor also serves as a director of AMR
Corporation, FORTUNE Brands, Inc., Oryx Energy Company and Zale
Corporation.

-7-
<PAGE> 11
(4) Mr. Gillilan has been Chairman of the Centex Housing Group since
January 1, 1997 (with responsibility for Centex Homes and Manufactured
Housing, International Home Building and Repair and Remodel
Operations). Prior thereto, he held numerous other positions with
Centex, including President and Chief Executive Officer of Centex
Homes and President of Centex Corporation.

(5) Mr. Quinn was elected Vice Chairman of the Board of Centex in May 1996
and has been Chief Financial Officer of Centex since February 1987.
Mr. Quinn served as Executive Vice President of Centex from February
1987 until his election as Vice Chairman of the Board of Centex in May
1996. Mr. Quinn served as a director and Chairman of the Board of
Centex's former banking subsidiary, Texas Trust Savings Bank, FSB,
from December 1988 until December 1994. Mr. Quinn is also a director
of Centex Construction Products, Inc. and Elcor Corporation.

(6) Mr. Stoffel is Chairman of Paul Stoffel Capital Corporation, actively
engaged in both public and private investments, as his principal
business. Mr. Stoffel was formerly Managing Director of Paine Webber,
Inc. Investment Banking. He is also a director of BRC Holdings, Inc.

(7) Dr. Coleman has been Caruth Professor of Financial Management Emeritus
at Southern Methodist University ("SMU") since November 1988. Prior
thereto, Dr. Coleman served as Dean of the Business School of SMU from
1975 to 1981 and President of Southwestern Graduate School of Banking
Foundation of SMU from 1981 to 1988.

(8) Mr. Elek is founder and Co-Chairman of the Mexican investment banking
firm of Elek, Moreno Valle y Associados, where he has served since
1984. From 1978 through 1984, Mr. Elek held various positions with
Banamex Financial Group, including Adjoining Managing Director and
Head of International Banking.

(9) Mr. Murchison is engaged in private real estate development and other
investments as his principal business.

(10) Mr. Seegers has been Chairman of the Executive Committee of Centex
since July 1987. Mr. Seegers also held the office of the Chairman of
the Board of Centex from July 1985 through July 1991, and the office
of Chief Executive Officer from July 1985 through July 1988, Co-Chief
Executive Officer from July 1978 through July 1985, and various other
Centex executive offices since 1961. Mr. Seegers is also a director
of Methodist Hospitals of Dallas, FIRST PLUS Financial Group, Inc. and
Oryx Energy Company.

BOARD MEETINGS, FEES, COMMITTEES AND ATTENDANCE RECORDS

During Centex's fiscal year ended March 31, 1997, the Board of Directors
held five regularly scheduled meetings. During such fiscal year, each
director, other than Juan L. Elek, attended 75% or more of the meetings of the
Board and the Board committees on which he served.

Board members who are not employees of Centex or any of its subsidiaries
received a retainer of $30,000 for fiscal year 1997. All board members are
eligible to receive stock option grants and are reimbursed for reasonable
expenses of attending meetings. Each director participates in the 1997 Stock
Option Program described in further detail under "Report of Compensation
Committee and Stock Option Committee on Executive Compensation -- Long-term
Compensation" on pages 13 and 14. Each non-employee director's potential
annual option award (which is based 100% upon the achievement of specified
return on shareholders' equity goals) is 10,000 shares of Centex Common Stock
(and, in some cases, up to 12,000 shares). On April 1, 1997, each non-employee
director was granted an option to purchase 11,850 shares of Centex Common Stock
under the 1997 Stock Option Program and received a contingent performance bonus
in the amount of $1.625 per option share granted. See "Report of Compensation
Committee and Stock Option Committee on Executive Compensation -- Long-term
Compensation" on pages 13 and 14.

-8-
<PAGE> 12
The Board of Directors has an Audit Committee, composed of directors who
are not employees of Centex or any of its subsidiaries, which reviews the
functions of Centex's management and independent auditors pertaining to
Centex's financial statements and performs such other duties and functions as
are deemed appropriate by the Audit Committee or the Board. During the last
fiscal year, the Audit Committee met two times. Two of the members attended
both meetings. One member attended one meeting. Audit Committee members are
paid a fee of $1,500 per year.

The Board has a Compensation Committee, composed of directors who are not
employees of Centex or any of its subsidiaries, which recommends to the Board
the base salaries and incentive bonuses of the officers of Centex. During the
last fiscal year, the Compensation Committee held two meetings which were
attended by all members. Compensation Committee members are paid a fee of
$1,500 per year.

The Board has a Director Nominating Committee which is responsible for
nominating individuals for consideration as directors of Centex. The Director
Nominating Committee will consider nominees recommended by Centex Stockholders
in a letter addressed to the Secretary at the executive offices of Centex in
Dallas, Texas and setting forth the name and address of the stockholder who
intends to make the nomination and of the person or persons to be nominated, a
representation that the stockholder is a holder of record of stock of Centex
entitled to vote at the annual meeting of stockholders and intends to appear in
person or by proxy at the meeting to nominate the person or persons specified
in the letter, a description of all arrangements or understandings between the
stockholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to be
made by the stockholder, such other information regarding each nominee proposed
by such stockholder as would have been required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and Exchange
Commission had each nominee been nominated, or intended to be nominated, by the
Board of Directors, and the consent of each nominee to serve as a director of
Centex if so elected. Any such letter must be received by Centex not later
than April 24, 1998 for consideration at the 1998 annual meeting. During the
last fiscal year, the Director Nominating Committee held one meeting which was
attended by all members. Each member of the Director Nominating Committee who
is not an employee of Centex or any of its subsidiaries receives a fee of
$1,500 per year for serving on the committee.

The Board has a Stock Option Committee, composed of directors who are
"nonemployee directors" as defined by Rule 16b-3(d)(1) promulgated under the
Securities Exchange Act of 1934, as amended, which administers the Centex
Corporation Stock Option Plan and the Centex Corporation 1987 Stock Option Plan
(the "1987 Plan"). The Stock Option Committee is authorized to grant options
to acquire Centex Common Stock and to grant awards of restricted stock under
the 1987 Plan. During the last fiscal year, the Stock Option Committee held
three meetings which were attended by all members. In addition, the Stock
Option Committee acted by unanimous consent in lieu of meeting three times
during fiscal year 1997. Stock Option Committee members are paid a fee of
$1,500 per year.

Mr. Paul Seegers is paid $75,000 per year for his service as Chairman of
the Executive Committee of the Board commencing January 1, 1997.

EXECUTIVE COMPENSATION

The following table sets forth the cash and noncash compensation for each
of the last three fiscal years awarded to or earned by the Chief Executive
Officer of Centex and the four other most highly compensated executive officers
of Centex.

-9-
<PAGE> 13
SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
---------------------
ANNUAL COMPENSATION AWARDS
------------------------------------------ ---------------------
NAME AND FISCAL SECURITIES UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($)(1) OPTIONS/ SARS (#) COMPENSATION ($)(2)
------------------ ------ ---------- ------------ --------------------- -------------------
<S> <C> <C> <C> <C> <C>
LAURENCE E. HIRSCH, 1997 $550,000 $800,000 106,650(3) $54,905
Chairman of the Board 1996 530,000 400,000 -- 52,904
and Chief Executive Officer 1995 515,000 275,000 -- 50,712

DAVID W. QUINN, 1997 $425,000 $650,000 82,950(3) $42,384
Vice Chairman of the Board 1996 335,000 500,000 100,000 33,384
and Chief Financial Officer 1995 325,000 235,000 -- 31,693

WILLIAM J GILLILAN III, 1997 $402,000 $500,000 59,250(3) $40,212
Chairman, Centex 1996 386,500 50,000 -- 38,652
Housing Group 1995 375,000 200,000 -- 36,806

TIMOTHY R. ELLER, 1997 $350,000 $548,000 30,000(3) $35,022
President and Chief Executive 1996 340,000 175,000 -- 34,012
Officer of Centex Real Estate 1995 325,000 250,000 -- 31,815
Corporation

RAYMOND G. SMERGE, 1997 $232,500 $375,000 35,550(3) $23,311
Vice President, Chief 1996 222,500 160,000 -- 22,311
Legal Officer and Secretary 1995 215,500 130,000 -- 20,912

- --------------------
</TABLE>

(1) Cash bonuses for services rendered in fiscal years 1997, 1996 and 1995
have been listed in the year earned, but were actually paid in the
following fiscal year.

(2) The compensation reported represents Centex contributions to, and
forfeitures allocated to, the account of the recipient under the
Profit Sharing Plan and contributions to the account of the recipient
pursuant to the Supplemental Executive Retirement Plan of Centex (the
"SERP"), an unfunded, non-qualified plan for certain executives of
Centex (see "Report of Compensation Committee and Stock Option
Committee on Executive Compensation"). All of such amounts are fully
vested in the recipient. The compensation for the named executive
officers for fiscal years 1997, 1996 and 1995, respectively, includes
contributions accrued pursuant to the SERP in the following amounts:
Mr. Hirsch -- $40,000, 38,004 and $36,500; Mr. Quinn -- $27,500,
$18,500 and $17,500; Mr. Gillilan -- $25,200, $23,650 and $22,500; Mr.
Eller -- $20,000, $19,000 and $17,500; and Mr. Smerge -- $8,250,
$7,250 and $6,550. The remaining amounts shown represent
contributions to the Profit Sharing Plan.

(3) Options were granted effective April 1, 1997, but are included for
fiscal year 1997 because the grants were related to performance goals
achieved for fiscal year 1997.

-10-
<PAGE> 14
OPTION/SAR GRANTS IN LAST FISCAL YEAR(1)(2)

<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL RATES OF
STOCK PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM
- ----------------------------------------------------------------------------------------- ---------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO EXERCISE
OPTIONS/SARS EMPLOYEES PRICE EXPIRATION
NAME GRANTED (#) IN FISCAL YEAR ($/SH)(3) DATE 5% ($) 10% ($)
---------------- --------------- --------------- ------- - ------------ ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Laurence E. Hirsch 106,650 9.2% $35.125 4/01/07 $2,355,890 $5,970,289

David W. Quinn 82,950 7.2% $35.125 4/01/07 $1,832,359 $4,643,558

William J Gillian III 59,250 5.1% $35.125 4/01/07 $1,308,828 $3,316,827

Timothy R. Eller 30,000 2.6% $35.125 4/01/07 $662,698 $1,679,406

Raymond G. Smerge 35,500 3.1% $35.125 4/01/07 $784,192 $1,987,297

- --------------------
</TABLE>

(1) Options were granted effective April 1, 1997, but are included for
fiscal year 1997 because the grants were related to performance goals
achieved for fiscal year 1997.

(2) Amounts set forth in the table reflect the number and value of shares
and options only, as Centex has issued no stock appreciation rights
("SARs").

(3) These options were granted "at market" on the date of grant under the
1987 Plan and are exercisable 20% on the date of the grant and 20% on
the four following anniversary dates of the grant.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR
VALUES(1)

<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED IN-THE-
OPTIONS/SARS MONEY OPTIONS/SARS AT FY-
AT FY-END(#)(2): END($)(2)(3):
SHARES VALUE ------------------- ---------------------------
ACQUIRED ON REALIZED
NAME EXERCISE(#) ($)(4) EXERCISABLE UNEXERCISABLE EXERCISABLE(5) UNEXERCISABLE(6)
---------------- -------------- ---------- ----------- ------------- -------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Laurence E. Hirsch -- $ -- 141,330(7) 85,320 $ 2,767,328 $149,310

David W. Quinn -- -- 196,590 66,360 2,635,283 116,130

William J Gillilan III 178,748 5,188,059 112,542 67,960 2,695,131 807,690

Timothy R. Eller 58,000 2,076,213 76,800 44,400 1,659,200 608,100

Raymond G. Smerge 5,000 146,254 15,110 28,440 194,443 49,770

- ----------------------------
</TABLE>

(1) Amounts set forth in the table reflect the number and value of shares
and options only, as Centex has issued no SARs.

-11-
<PAGE> 15
(2) Includes options which vested or were granted on April 1, 1997 based
upon the achievement of performance goals for fiscal year 1997. See
"Option/SAR Grants in Last Fiscal Year" on page 11.

(3) Represents the difference between the closing price of Centex Common
Stock on March 31, 1997 of $35.25 per share and the exercise price of
such options and includes maximum cash bonuses payable in connection
with the exercise of such options at the time of exercise as described
in footnotes 5 and 6 below.

(4) Includes cash bonuses paid to the following executives upon the
exercise of certain stock options: Mr. Gillilan -- $935,608, Mr. Eller
-- $445,400 and Mr. Smerge -- $17,188.

(5) Amounts include the following maximum cash bonuses payable in
connection with the exercise of stock options at the time of exercise:
Mr. Hirsch -- $589,661; Mr. Quinn -- $373,209; Mr. Gillilan --
$603,888, Mr. Eller -- $348,980; and Mr. Smerge -- $48,554.

(6) Amounts include the following maximum cash bonuses payable in
connection with the exercise of stock options at the time of exercise:
Mr. Hirsch -- $138,645; Mr. Quinn -- $107,835; Mr. Gillilan --
$251,785; Mr. Eller -- $164,970; and Mr. Smerge -- $46,215.

(7) Does not include 200,000 shares of Centex Common Stock issuable to Mr.
Hirsch upon conversion of a Centex debenture in the principal amount
of $2,100,000 (see "Certain Transactions").

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION
DECISIONS

During the last fiscal year the Compensation Committee was composed of Mr.
Cook (as Chairman), Mr. Murchison and Mr. Pistor, and the Stock Option
Committee was composed of Mr. Pistor (as Chairman), Mr. Murchison and Mr.
Stoffel. Mr. Cook is a limited partner of Goldman, Sachs & Co. which received
$400,000 from Centex in fiscal year 1997 for financial advisory services to
Centex in such fiscal year. See "Certain Transactions".

REPORT OF COMPENSATION COMMITTEE AND STOCK OPTION COMMITTEE ON EXECUTIVE
COMPENSATION

The Compensation Committee of the Board provides advice and recommendations
to the Board of Directors concerning the salaries and bonuses of the executive
officers of Centex. The Board of Directors approves those salaries and
bonuses. The Stock Option Committee of the Board administers the stock option
plans and is specifically authorized under the 1987 Plan to grant options to
officers and other key employees of Centex and its subsidiaries. Each of these
committees is comprised of three independent, non-employee directors. This
report describes the policies and principles which shape the structure of
Centex's executive compensation program.

Centex's executive compensation program is structured to achieve the
following objectives:

- to attract, retain and motivate highly qualified, energetic and
talented executives;

- to create an incentive to increase stockholder returns by establishing
a direct and substantial link between individual compensation and
certain financial measures which have a direct effect on stockholder
values; and

- to create substantial long-term compensation opportunities for
individual executive officers based not only on long-term corporate
performance but also on sustained long-term individual performance.

To achieve its compensation objectives, Centex has structured an executive
compensation program using a combination of short-term and long-term elements:
(i) annual salary, (ii) annual bonus, and (iii) long-term incentive
compensation in the form of stock options and, in some cases, contingent
performance bonuses. In addition, the executive officers of Centex are
eligible to receive other benefits such as medical benefits and Profit Sharing
Plan contributions which are generally available to employees of Centex and
contributions under Centex's SERP which are accrued for the named executive
officers and certain other Centex executives.

-12-
<PAGE> 16
In structuring the specific components of executive compensation, Centex is
guided by the following principles:

- annual compensation should be set within reasonable ranges of the
annual compensation for similar positions with similarly-sized and
types of companies which engage in one or more of the principal
businesses in which Centex engages;

- bonus payments should vary with the individual's performance and
Centex's financial performance; and

- a significant portion of compensation should be in the form of
long-term incentive compensation which aligns the interests of
executives with those of the stockholders and which creates rewards
for long-term sustained company performance and the achievement of
Centex's strategic objectives.

Base Salary

The Compensation Committee is responsible for recommending the base salary
levels for the five named executive officers. In developing salary amounts for
fiscal year 1997, the Compensation Committee reviewed the salaries for similar
positions in similarly-sized companies which engage in one or more of the
principal businesses of Centex: homebuilding, mortgage banking and contracting
and construction services. Included within the survey were those companies
(other than Centex) which comprise the S&P Home Building Index in the
Cumulative Total Stockholder Return graph on page 15. The Compensation
Committee confirmed that the base salaries of the named executives were
consistent with its objective of setting base salaries within reasonable ranges
for similar positions in competitive companies. In setting base salary levels,
the Compensation Committee also considers the executive's experience level and
potential for significant contributions to Centex's profitability.

Incentive Bonus

The Compensation Committee is also responsible for developing
recommendations for the incentive bonuses awarded to the named executives at
the end of each fiscal year. The annual incentive bonus program for the
executive officers has been structured to create financial incentives and
rewards which are directly related to corporate performance during the fiscal
year. In particular, the Compensation Committee weighs heavily certain
financial measurements that are directly related to stockholder returns such as
net earnings, earnings growth, return on equity and other factors. The
Compensation Committee also considers the contribution of each individual
executive officer to Centex's performance and to its strategic position. Mr.
Eller's bonus is directly tied to Centex Homes' operating margin and return on
average net assets.

Long-term Compensation

A key component of Centex's long term compensation program is the grant of
stock options. During fiscal year 1997, the Stock Option Committee adopted a
three year program (the "1997 Stock Option Program") designed to provide
incentive to the participants under such program, which includes each named
executive officer and director of Centex, to focus on maximizing Centex's
return to shareholders and to properly plan and prepare for Centex's future.
Under the program, options are to be granted to participants as of April 1,
1997, 1998 and 1999 if in the preceding fiscal year Centex achieved specified
objective performance goals and the individual participant achieved specified
subjective performance goals. Each individual participant is allocated a
potential number of shares, a percentage of which may be granted if the
objective and subjective performance goals are met. Under the program, the
objective portion constitutes at least 75% of each participant's potential
award (the "Potential Objective Award") and is based upon Centex's return on
shareholders' equity. Options will be granted under the objective portion of
the program only if Centex's return on shareholders' equity is at least 12%.
The Potential Objective Award ranges from 35% of a participant's Potential
Objective Award (if Centex's return on shareholders' equity is 12%) to 120% of
a participant's Potential Objective Award (if Centex's return on shareholders'
equity equals or exceeds 17%). Once granted, options vest 20% on the date of
grant and 20% on each of the following four anniversary dates of the grant.
The potential annual option award for each named executive officer are as
follows: Mr. Hirsch -- 90,000; Mr. Quinn -- 70,000; Mr. Gillilan -- 50,000; and
Mr. Smerge -- 30,000. In certain circumstances, the annual option awards may
be

-13-
<PAGE> 17
increased by up to 20%. As an employee of Centex Homes, Mr. Eller participates
in Centex Homes incentive program, which is similar in structure, but bases
option grants upon the achievement of margin and return on net asset goals.
For information regarding the grant of options based upon Centex's fiscal year
1997 performance, see "Option/SAR Grants in Last Fiscal Year" on page 11. The
Stock Option and Compensation Committees believe that this new program properly
aligns the interests of Centex's officers and managers with the interests of
the stockholders by linking a majority of their long-term compensation with
goals that have a direct and positive effect on stockholder value. Since
fiscal year 1992, all of the stock options granted by the Stock Option
Committee to its named executive officers were granted under performance
programs.

Centex has also granted contingent performance bonuses to certain of its
officers and key employees. Generally, these bonuses vest at the same time and
in the same proportion as the performance stock options' specific performance
goals are achieved and are disclosed with respect to each named executive
officer in the footnotes to the "Aggregated Option/SAR Exercises in the Last
Fiscal Year and Fiscal Year-End Option/SAR Values" on page 11. The vested
amounts of most performance bonuses are payable whenever and to the extent that
a recipient exercises options which have vested by the achievement of
performance goals. Generally, any portion of the contingent bonus not vested
at the end of the ten-year term as a result of the business group not
achieving the specific performance goals will be canceled. Each named
executive officer received the grant of a performance bonus in connection with
the April 1, 1997 grants described above in the amount of $1.625 per option
share, which is payable whenever and to the extent that the recipient exercises
the stock option.

In fiscal year 1995, the Centex Board approved the SERP for certain
employees participating in the Profit Sharing Plan. Pursuant to the Code, the
Internal Revenue Service sets a limit (currently $150,000) on the amount of
annual compensation which may be considered in determining, for the account of
an eligible participant, Centex's contribution to the Profit Sharing Plan. The
SERP was established to eliminate the adverse treatment higher salaried
employees receive under such rule by funding balances for each participant in
an amount equal to the additional contribution which he or she would have
received under the Profit Sharing Plan had 100% of his or her annual salary
been eligible for a profit sharing contribution. Contributions accrued under
the SERP for the benefit of the named executive officers vest under the same
terms and conditions as the Profit Sharing Plan. Bonuses paid to participants
are not included in making calculations for contributions made or accrued to
recipients' accounts under either the Profit Sharing Plan or the SERP.

In accordance with recently enacted Federal income tax legislation,
beginning in 1994, the Internal Revenue Service limited the deductibility for
Federal income tax purposes of certain executive compensation payments in
excess of $1 million. During fiscal year 1997, the salary and bonus for Mr.
Hirsch and Mr. Quinn exceeded such limitation. The Company is evaluating
various alternatives to minimize the future impact of this limitation and will
take appropriate action as it determines to be advisable.

CEO Compensation

The Chief Executive Officer of Centex participates in the same compensation
programs as the other executive officers with each component of his
compensation determined by the Compensation Committee according to the same
criteria. The base salary and bonus of the Chief Executive Officer in effect
for fiscal year 1997 were approximately 4% and 100%, respectively, higher than
fiscal 1996, reflecting the significant improvement in Centex's operating
results -- better than doubling net revenues and earnings -- as well as his
leadership in developing and implementing Centex's strategic and long term
planning. Even with this bonus, the total compensation paid to Mr. Hirsch for
fiscal year 1997 was less than that paid to Chief Executive Officers of
competitors whose revenues and net earnings were less than Centex's.

COMPENSATION COMMITTEE STOCK OPTION COMMITTEE
- ---------------------- ----------------------
Dan W. Cook III, Chairman Charles H. Pistor, Chairman
Clint W. Murchison, III Clint W. Murchison, III
Charles H. Pistor Paul T. Stoffel

-14-
<PAGE> 18
PERFORMANCE GRAPH

The following graph compares the yearly change in the cumulative total
stockholder return on Centex Common Stock during the five fiscal years ended
March 31, 1997 with the S&P 500 Index and the S&P Home Building Index. The
comparison assumes $100 was invested on March 31, 1991 in Centex Common Stock
and in each of the foregoing indices, and assumes reinvestment of dividends.

COMPARATIVE FIVE YEAR CUMULATIVE TOTAL STOCKHOLDER RETURN

[GRAPH]

<TABLE>
<CAPTION>
=====================================================================
1992 1993 1994 1995 1996 1997
- ---------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Centex Corporation $100 $132 $129 $102 $132 $151
- ---------------------------------------------------------------------
S & P 500 Index $100 $115 $117 $135 $179 $214
- ---------------------------------------------------------------------
S & P HB Index $100 $111 $116 $87 $110 $106
=====================================================================
</TABLE>

SECTION 16(A) COMPLIANCE

Section 16(a) of the Exchange Act requires Centex directors and executive
officers, and persons who beneficially own more than 10% of a registered class
of Centex's equity securities, to file initial reports of ownership, reports of
changes in ownership and annual reports of ownership with the Securities and
Exchange Commission and the New York Stock Exchange. Such persons are required
by SEC regulations to furnish Centex with copies of all Section 16(a) forms
they file with the SEC.

Based solely on its review of the copies of such forms received by it with
respect to fiscal year 1997, or written representations from certain reporting
persons, Centex believes that all filing requirements required by Section 16(a)
for fiscal year 1997 applicable to its directors, executive officers and
persons who beneficially own more than 10% of a registered class of Centex's
equity securities have been complied with.

-15-
<PAGE> 19
CERTAIN TRANSACTIONS

On February 1, 1995, Centex and Mr. Paul Seegers entered into a consulting
agreement pursuant to which Mr. Seegers received $215,000 per year which
expired January 31, 1997. As a former executive officer of Centex, Mr. Seegers
continues to be eligible for and receives certain fringe benefits available to
executives of Centex.

In 1991, the Centex Board of Directors also approved executive employment
agreements with Messrs. Hirsch, Gillilan and Quinn. Each of these agreements
provides for a term which at all times has a remainder of two years, for
discretionary bonuses and certain other fringe benefits and for the payment of
two years base salary from the date of termination if the executive's
employment is terminated for any reason other than cause or if the executive
voluntarily resigns within two years after the occurrence of a change in
control of Centex. These agreements further provide for the following minimum
annual base salaries, commencing April 1, 1997: Mr. Hirsch -- $575,000; Mr.
Quinn -- $450,000; and Mr. Gillilan -- $425,000.

In May 1985, Centex approved the issuance and sale to Mr. Hirsch of a Centex
debenture in the principal amount of $2,100,000. The debenture was to mature
in March 1995. During such month, Centex and Mr. Hirsch amended the terms of
the debenture to extend its maturity date from March 1995 to March 2000. The
debenture bears interest at a fluctuating rate equal to the lesser of the rate
of interest on the bank loan described below or the highest lawful rate that
Centex may pay. The debenture is subordinated to all senior debt of Centex and
is convertible into 200,000 shares of Centex Common Stock at a price of $10.50
per share (the closing price of a share of Centex Common Stock on the New York
Stock Exchange on May 6, 1985, as adjusted for the two-for-one stock split of
Centex Common Stock effected in August 1992). Centex guaranteed a bank loan
made to Mr. Hirsch in an amount necessary to purchase the debenture. The loan
term is for as long as the debenture remains outstanding. The note evidencing
Mr. Hirsch's indebtedness made under this bank loan permits Mr. Hirsch to elect
an interest rate from time to time equal to either the prime rate of
NationsBank of Texas, N.A. or the London Interbank Offered Rate plus 1 1/2%.

Goldman, Sachs & Co. provided certain financial advisory services to Centex
during fiscal year 1997 for which Goldman, Sachs & Co. received compensation of
$400,000. Mr. Dan W. Cook III, a director of Centex, is a limited partner of
Goldman, Sachs & Co.

In October 1996, 900 Development Corp., a Cayman Islands corporation, an
indirect wholly-owned subsidiary of Centex ("900 Development"), purchased a 30%
interest in a Mexican corporation, Inverloma S. de R.L. de C.V. ("Inverloma"),
which was organized to acquire and develop approximately 70 acres of land in
Mexico City, Mexico. Promotora Fincasa, S.A. ("Promotora"), which is owned 27%
by Juan L. Elek, a director of Centex, owns 20% of Inverloma. The
consideration paid by 900 Development and Promotora for their respective
ownership interests corresponded to such party's ownership interest in
Inverloma and was paid in the same form.

RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS

Arthur Andersen LLP acted as Centex's independent public accountants for the
fiscal year ended March 31, 1997 and has served as Centex's independent public
accountants since 1971. Centex's independent public accountants are selected
annually by the Board of Directors at its meeting held immediately following
the annual meeting of stockholders. It is anticipated that the Board of
Directors will select Arthur Andersen LLP as Centex's independent public
accountants for the current year.

Representatives of Arthur Andersen LLP are expected to be present at the
meeting, with the opportunity to make a statement if they desire to do so, and
will be available to respond to appropriate questions from stockholders.

STOCKHOLDER PROPOSALS

Centex's 1998 annual meeting of stockholders is scheduled to be held on July
23, 1998. In order to be considered for inclusion in Centex's proxy material
for that meeting, stockholder proposals must be received at Centex's executive
offices, addressed to the attention of the Secretary, not later than February
25, 1998.

-16-
<PAGE> 20
FORM 10-K

STOCKHOLDERS ENTITLED TO VOTE AT THE MEETING MAY OBTAIN A COPY OF CENTEX'S
ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED MARCH 31, 1997, INCLUDING
THE FINANCIAL STATEMENTS, REQUIRED TO BE FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION, WITHOUT CHARGE, UPON REQUEST TO CENTEX CORPORATION, ATTENTION:
RAYMOND G. SMERGE, SECRETARY, 2728 N. HARWOOD, DALLAS, TEXAS 75201.

By Order of the Board of Directors

/s/ RAYMOND G. SMERGE
RAYMOND G. SMERGE
Vice President, Chief Legal Officer
and Secretary
Dallas, Texas
June 27, 1997

-17-
<PAGE> 21
3333 HOLDING CORPORATION
2728 N. HARWOOD
DALLAS, TEXAS 75201

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JULY 24, 1997

To The Stockholders:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of 3333
Holding Corporation, a Nevada corporation ("Holding"), will be held in the
auditorium of the Dallas Museum of Art, 1717 North Harwood in the City of
Dallas, Texas, on Thursday, July 24, 1997, at 10:00 A.M. (C.D.T.) for the
following purposes:

1. To elect a Board of three directors to serve until the next annual
meeting of stockholders or until their successors are elected and
qualified.

2. To transact such other business as may properly come before the meeting
or any adjournment thereof.

You are cordially invited to attend the meeting. Whether or not you expect
to attend the meeting in person, you are urged to promptly sign, date and mail
the accompanying form of Holding proxy, so that your Holding shares may be
represented and voted at the meeting. Your Holding proxy will be returned to
you if you should attend the meeting and request such return.

By Order of the Board of Directors

/s/ RAYMOND G. SMERGE
RAYMOND G. SMERGE
Secretary

Dallas, Texas
June 27, 1997

PROXIES ARE BEING SEPARATELY SOLICITED BY THE BOARDS OF DIRECTORS OF 3333
HOLDING CORPORATION AND CENTEX CORPORATION. TO ASSURE REPRESENTATION OF YOUR
SHARES AT THE ANNUAL MEETINGS OF BOTH COMPANIES, YOU MUST MARK AND RETURN BOTH
PROXY CARDS.

-18-
<PAGE> 22
3333 HOLDING CORPORATION

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JULY 24, 1997

INTRODUCTION

The accompanying proxy, mailed together with this proxy statement, is
solicited by and on behalf of the Board of Directors of 3333 Holding
Corporation, a Nevada corporation ("Holding"), for use at the Annual Meeting of
Stockholders of Holding to be held on July 24, 1997, and at any adjournment
thereof. The mailing address of the executive offices of Holding is 2728 N.
Harwood, Dallas, Texas 75201. The approximate date on which this proxy
statement and accompanying proxy were first sent to stockholders was on or
about June 27, 1997.

PURPOSES OF THE MEETING

At the meeting, action will be taken upon the following matters:

(1) Election of a Board of three directors, each to hold office until
the next annual meeting of stockholders or until his successor
shall have been elected and qualified.

(2) Such other business as may properly come before the meeting or any
adjournment thereof.

The Board of Directors of Holding does not know of any matter that may be
acted upon at the meeting other than the matter set forth in item (1) above.

RECOMMENDATION OF THE BOARD OF DIRECTORS

THE BOARD OF DIRECTORS OF HOLDING RECOMMENDS A VOTE FOR ELECTION OF THE
THREE NOMINEES FOR DIRECTOR OF HOLDING NAMED IN THE ACCOMPANYING HOLDING PROXY.

TANDEM SECURITIES

On November 30, 1987, Centex Corporation, a Nevada corporation ("Centex"),
distributed as a dividend to its stockholders (through a nominee, the
"Nominee") all of the 1,000 issued and outstanding shares of Holding common
stock, par value $ .01 per share ("Holding Common Stock"), and all of the 900
issued and outstanding warrants (the "Stockholder Warrants") to purchase Class
B Units of limited partnership interest in Centex Development Company, L.P., a
Delaware limited partnership ("CDC"). 3333 Development Corporation, a Nevada
corporation and a wholly-owned subsidiary of Holding ("Development"), is the
general partner of CDC.

-19-
<PAGE> 23
Agreement") among Centex, Holding, CDC and the Nominee. Centex Common Stock
certificates issued after the date of the Nominee Agreement bear a legend
referring to the restrictions on transfer imposed thereby.

RECORD DATE AND VOTING

The record date for the determination of stockholders entitled to notice of
and to vote at the meeting is the close of business on June 2, 1997. On the
record date, the issued and outstanding capital stock of Holding entitled to
vote at the meeting consisted of 1,000 shares of Holding Common Stock. See
"Tandem Securities".

Each share of Holding Common Stock is entitled to one vote upon the
election of directors and each other matter that may be properly brought before
the meeting or any adjournment thereof. Neither the Articles of Incorporation
nor the By-laws of Holding provide for cumulative voting rights. The presence
at the meeting, in person or by proxy, of a majority of the outstanding shares
of Holding Common Stock is necessary to constitute a quorum.

Shares represented by valid proxies will be voted at the meeting in
accordance with the directions given. If the proxy card is signed and returned
without any direction given, the shares will be voted for election of the
directors named in the proxy. The Board of Directors does not intend to
present, and has no information that others will present, any business at the
meeting other than as set forth in the attached Notice of Annual Meeting of
Stockholders of Holding. However, if other matters requiring the vote of
stockholders come before the meeting, it is the intention of the persons named
in the accompanying form of Holding proxy to vote the proxies held by them in
accordance with their best judgment in such matters. Any stockholder of
Holding has the unconditional right to revoke his or her Holding proxy at any
time prior to the voting thereof by submitting a later dated proxy, attending
the meeting and voting in person or by written notice to Holding addressed to
Raymond G. Smerge, Secretary, 3333 Holding Corporation, 2728 N. Harwood,
Dallas, Texas 75201; however, no such revocation shall be effective until such
notice of revocation has been received by Holding at or prior to the meeting.

The cost of solicitation of proxies for the meeting will be borne by
Centex. Solicitation may be made by mail, personal interview, telephone and/or
telegraph by officers of Holding or by officers and other employees of Centex,
who will receive no additional compensation therefor. See "Executive
Compensation". To aid in the solicitation of proxies, the firm of Georgeson &
Company Inc. has been retained by Centex and will be paid by Centex a fee of
approximately $8,500 plus out-of-pocket expenses. See "Tandem Securities".
Centex will reimburse banks, brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in forwarding proxy
material to beneficial owners.

-20-
<PAGE> 24
SECURITY OWNERSHIP OF MANAGEMENT
AND CERTAIN BENEFICIAL OWNERS

The following table sets forth certain information as of June 12, 1997 with
respect to the beneficial ownership of the equity securities of Holding by each
director, nominee for election to the Board of Directors and executive officer
named in the Summary Compensation Table under "Executive Compensation",
individually itemized, all directors and officers of Holding as a group, and
any person known to Holding to be the beneficial owner of more than 5% of any
class of Holding's voting securities. Except as otherwise indicated, all
Holding Common Stock is owned directly, and the owner thereof has the sole
voting and investment power with respect thereto.

<TABLE>
<CAPTION>
NUMBER OF SHARES
OF HOLDING
COMMON STOCK PERCENT
NAME OF BENEFICIAL OWNER* BENEFICIALLY OWNED(1) OF CLASS(1)
------------------------- --------------------- -----------
<S> <C> <C>
J. Stephen Bilheimer . . . . . . . . . . . . . . . -- *

Josiah O. Low, III . . . . . . . . . . . . . . . . -- *

David M. Sherer . . . . . . . . . . . . . . . . . . -- *

All directors and executive officers *
as a group (4 persons) . . . . . . . . . . . . . --

Centex Corporation(2) . . . . . . . . . . . . . . . 100.0 9.1%
2728 North Harwood
Dallas, Texas 75201

Barclays Global Investors, NA and . . . . . . . . . 58.1 5.8%
Barclays Global Fund Advisors(3)
45 Fremont Street
San Francisco, California 94105 . . . . . . . . . .

Sanford C. Bernstein & Co., Inc.(4) . . . . . . . . 90.6 9.1%
767 Fifth Avenue
New York, New York 10153

FMR Corp.(5) . . . . . . . . . . . . . . . . . . . 130.4 13.1%
82 Devonshire Street
Boston, Massachusetts 02109

The Prudential Insurance Company of . . . . . . . 56.3 5.6%
America(6)
Prudential Plaza
Newark, New Jersey 07102-3777

- --------------------
</TABLE>

* Less than 1%.

(1) Record title to the Holding Common Stock is held by the Nominee for
the benefit of Centex Stockholders pursuant to the Nominee Agreement.
See "Tandem Securities". However, the Nominee has no power to vote
(absent instruction) or to direct the investment of the Holding Common
Stock. The number of shares of Holding Common Stock listed as being
beneficially owned has been rounded to the nearest whole share.

-21-
<PAGE> 25
(2) Centex owns beneficially and of record warrants (the "Centex Holding
Stock Warrants") to purchase 100 shares of Holding Common Stock
(subject to an adjustment) at an exercise price of $800 per share
(subject to adjustment). The shares of Holding Common Stock, which
may be acquired upon the exercise of the Centex Holding Stock Warrants
as of the date when the Stockholder Warrants become exercisable, which
date Centex may indirectly determine in its discretion, are not
outstanding but are included as "beneficially owned" pursuant to the
rules and regulations of the Securities and Exchange Commission.
However, it has been assumed in connection with the disclosure of such
beneficial ownership that (i) the Centex Holding Stock Warrants are
not subdivided or combined and (ii) the Holding Common Stock is not
subdivided and a stock dividend or stock split with respect to the
Holding Common Stock has not occurred, prior to the exercise of the
Centex Holding Stock Warrants.

(3) Based solely upon information contained in the Schedule 13G of
Barclay's Global Investors, NA ("BGI"), reporting the ownership of
1,584,882 shares of Centex Common Stock (approximately 54.4 shares of
Holding Common Stock), and Barclays Global Fund Advisors ("BGFA"),
reporting the ownership of 108,488 shares of Centex Common Stock
(approximately 3.6 shares of Holding Common Stock) filed with the SEC
on February 14, 1997 with respect to Centex Common Stock owned as of
December 31, 1996 (the "Barclays 13G"). According to the Barclays
13G, such number includes 1,473,715 shares (approximately 50.5 shares
of Holding Common Stock) over which BGI had sole voting power,
1,584,882 shares (approximately 54.4 shares of Holding Common Stock)
over which BGI had sole dispositive power and 108,488 (approximately
3.6 shares of Holding Common Stock) shares over which BGFA had sole
voting and dispositive power.

(4) Based solely upon information contained in the Schedule 13G of Sanford
C. Bernstein & Co., Inc. ("Bernstein") filed with the SEC on January
30, 1997 with respect to Centex Common Stock owned as of December 31,
1996 (the "Bernstein 13G") . According to the Bernstein 13G, such
number includes 1,417,121 shares (approximately 48.6 shares of Holding
Common Stock) over which Bernstein had the sole power to direct the
vote, 292,208 shares (approximately 10 shares of Holding Common Stock)
over which Bernstein had shared voting power and 2,641,957 shares
(approximately 90.6 shares of Holding Common Stock) over which
Bernstein had sole dispositive power.

(5) Based solely upon information contained in the Schedule 13G/A
(Amendment No. 10) of FMR Corp. filed with the SEC on February 10,
1997 with respect to Centex Common Stock owned as of December 31, 1996
(the "FMR 13G"). According to the FMR 13G, such number includes
16,784 shares (approximately .6 shares of Holding Common Stock) over
which FMR Corp. had the sole power to vote or direct the vote and
3,802,072 shares (approximately 130.4 shares of Holding Common Stock)
over which FMR Corp. had sole dispositive power. The ownership
interest of one investment company, Fidelity Magellan Fund, amounted
to 1,487,700 shares of Centex Common Stock (approximately 51 shares of
Holding Common Stock and 5.1% of the Centex Common Stock outstanding).

(6) Based solely upon information contained in the Schedule 13G/A
(Amendment No. 2) of The Prudential Insurance Company of America
("Prudential") filed with the SEC on February 6, 1997 with respect to
Centex Common Stock owned as of December 31, 1996 (the "Prudential
13G"). According to the Prudential 13G, such number includes 231,400
shares (approximately 7.9 shares of Holding Common Stock) over which
Prudential had sole voting or dispositive power, 1,391,320 shares
(approximately 47.7 shares of Holding Common Stock) over which
Prudential had shared voting power and 1,409,820 shares (approximately
48.4 shares of Holding Common Stock) over which Prudential had shared
dispositive power.

-22-
<PAGE> 26
ELECTION OF DIRECTORS

In accordance with the By-laws of Holding, the Board of Directors has
established the number of directors to be elected at the meeting at three,
which shall constitute the entire Board of Directors. Unless contrary
instructions are indicated on the proxy, it is intended that the shares
represented by the accompanying Holding proxy will be voted for the election of
the three nominees for director named below or, if any of such nominees should
become unavailable, which is not anticipated, for such substitute nominee as
the Board of Directors shall designate. Each director will hold office until
the next annual election of directors or until his successor shall have been
elected and qualified, subject to removal by the vote of the holders of not
less than two-thirds of the outstanding shares of Holding Common Stock. A
plurality of votes cast at the annual meeting, in person or by proxy, is
required to elect each nominee. The Board recommends that stockholders vote
FOR the election of such nominees.

The three persons named below are the Board's nominees for election as
directors at the meeting. All the persons named below are currently directors
of Holding and were elected as such by the stockholders at the 1996 annual
meeting of stockholders. The information appearing in the following table
respecting the nominees for director has been furnished to Holding by the
respective nominees.

<TABLE>
<CAPTION>
POSITIONS AND BOARD
OFFICES WITH DIRECTOR COMMITTEE
NAME AND AGE HOLDING SINCE MEMBERSHIP
------------------ --------------- ---------- ----------
<S> <C> <C> <C>
J. Stephen Bilheimer, 65 . . . . . . . . . President(1) 1989 --

Josiah O. Low, III, 58 . . . . . . . . . . None(2) 1987 Audit

David M. Sherer, 60 . . . . . . . . . . . . None(3) 1987 Audit

--------------------
</TABLE>

(1) Mr. Bilheimer has been President of Holding and President of
Development, the general partner of CDC, since 1987 and has also held
various executive positions with Centex's homebuilding subsidiaries
since 1966. Mr. Bilheimer is also a director of Development.

(2) Mr. Low has been Managing Director of Donaldson, Lufkin & Jenrette
Securities Corporation since February, 1988. Mr. Low is also a
director of Development.

(3) Mr. Sherer has been President of David M. Sherer and Associates, Inc.,
a commercial real estate, investment and brokerage firm for eighteen
years. Mr. Sherer is also a director of Development.

BOARD MEETINGS, FEES, COMMITTEES AND ATTENDANCE RECORDS

During Holding's fiscal year ended March 31, 1997, the Board of Directors
held one meeting which was attended by all directors.

The Board of Directors has an Audit Committee, composed of two directors,
neither of whom is an officer or employee of Holding or any of its
subsidiaries, which reviews the work of Holding's management and independent
auditors pertaining to Holding's financial statements and performs such other
duties and functions as are deemed appropriate by the Audit Committee or the
Board. During Holding's fiscal year ended March 31, 1997, the Audit Committee
held one meeting which was attended by all members. Audit Committee members
receive no fee for serving on the committee. The Board of Directors does not
have a standing nomination committee.

-23-
<PAGE> 27

Each member of the Board of Directors who is neither an officer nor an
employee of Holding or any of its subsidiaries or of Centex or any of its
subsidiaries receives a retainer of $10,000 per year. In addition, Holding
reimburses the directors for the reasonable expenses incurred in attending
directors and committee meetings.

EXECUTIVE COMPENSATION

Neither Holding nor Development has any full time employees. The directors
and executive officers of Holding, who hold the same directorships and offices
in Development, perform all executive management functions for Holding and
Development. Services required by Holding and CDC in their operations are also
provided pursuant to a services agreement and a management agreement,
respectively. See "Certain Transactions". The executive officers of Holding
did not receive any remuneration from Holding, Development or CDC for the
fiscal year ended March 31, 1997. Directors of Holding who are neither
officers nor employees of Holding, Centex or any of their subsidiaries receive
compensation from Holding in the form of director's fees. See "Election of
Directors -- Board Meetings, Fees, Committees and Attendance Records". During
the 1997 fiscal year, each executive officer of Holding received remuneration
in the form of cash and incentive compensation from Centex or one of its
subsidiaries in his capacity as a director, officer or employee thereof.

During fiscal year 1997, J. Stephen Bilheimer, President of Holding, and
Kimberly A. Pinson, Vice President and Treasurer of Holding devoted a majority
of their time and attention to the management of Holding and its subsidiary.
Rodger D. Sefzik served as Vice President and Treasurer until July 1997. Mr.
Bilheimer, Ms. Pinson and Mr. Sefzik, who were the only executive officers of
Holding during fiscal year 1997, provided such services to Holding and its
subsidiary on behalf of and in their capacities as officers and employees of
Centex affiliates, pursuant to the management agreement described above and
were compensated by Centex affiliates. The following table sets forth the cash
and noncash compensation for each of the last three fiscal years (or such
shorter period of time during which such person was an officer of Holding)
awarded to or earned by the Chief Executive Officer of Holding. Ms. Pinson
earned less than $100,000 during fiscal year 1997.

<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE

ANNUAL COMPENSATION
NAME AND FISCAL ------------------------------- ALL OTHER
PRINCIPAL POSITION YEAR SALARY($) BONUS($)(1) COMPENSATION($)(2)
------------------------ ------ ------------ ----------- ------------------
<S> <C> <C> <C> <C>
J. STEPHEN BILHEIMER, 1997 $225,000 $75,000 $53,161
President 1996 218,000 60,000 53,657
1995 212,000 45,000 53,986

--------------------
</TABLE>

(1) Cash bonuses for services rendered in fiscal years 1997, 1996
and 1995 have been listed in the year earned, but were
actually paid in the following fiscal year.

(2) Except as noted below, amounts represent Centex contributions
to, and forfeitures allocated to, the account of the recipient
under the Profit Sharing and Retirement Plan of Centex
Corporation, a defined contribution plan. All of such amount
is fully vested in the recipient. The compensation for Mr.
Bilheimer for fiscal years 1997, 1996 and 1995 also includes a
contribution accrued pursuant to the Supplemental Executive
Retirement Plan of Centex Corporation in the amounts of
$7,500, $6,800 and $6,200, respectively, which accrued amounts
are fully vested in Mr. Bilheimer. Compensation for Mr.
Bilheimer for 1997, 1996 and 1995 also includes annual
payments made as a result of termination of the Management
Security Plan of Centex Corporation in the amounts of $30,580,
$31,992, and $33,405, respectively.

-24-
<PAGE> 28
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FY-END OPTION/SAR VALUES(1)

<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED IN-THE-
OPTIONS/SARS MONEY OPTIONS/SARS AT FY-
AT FY-END(#)(3): END($)(3):
SHARES VALUE ---------------------------- -----------------------------
ACQUIRED ON REALIZED
NAME EXERCISE(#) ($)(2) EXERCISABLE UNEXERCISABLE EXERCISABLE(4) UNEXERCISABLE(5)
---------------- -------------- -------- ----------- ------------- -------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
J. Stephen Bilheimer 14,900 $560,438 84 5,916 $2,961 $208,539

</TABLE>
- --------------------

(1) Amounts set forth in the table reflect the number and value of shares
and options only, as Centex has issued no SARs.

(2) Includes cash bonuses paid to J. Stephen Bilheimer upon exercise of
stock options in the amount of $116,450.

(3) Represents the difference between the closing price of Centex Common
Stock on March 31, 1997 of $35.25 per share, and the exercise price of
such options and includes maximum cash bonuses payable in connection
with the exercise of such options at the time of exercise described in
footnotes 4 and 5 below.

(4) Amounts include the following maximum cash bonuses payable to Mr.
Bilheimer in connection with the exercise of stock options at the time
of exercise in the amount of $714.

(5) Amounts include the following maximum cash bonuses payable to Mr.
Bilheimer in connection with the exercise of stock options at the time
of exercise in the amount of $50,286.

There were no grants of stock options made during the fiscal year ended
March 31, 1997 to any of the named executive officers.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION
DECISIONS

None of Holding's directors, officers or employees has any relationship
requiring disclosure under Item 402(j) of Regulation S-K.

REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

Holding does not have a compensation committee, stock option committee or
any other committee performing similar functions. Holding's Board of Directors
does not make or influence any decision regarding the cash or noncash
compensation paid to the executive officers of Holding. Rather, as previously
explained, all compensation earned by Holding's executive officers is paid by
affiliates of Centex. See "Executive Compensation". So long as the executive
officers of Holding are compensated by CSC or its affiliates, Holding does not
intend to provide any other compensation to such individuals. Because Holding
cannot influence or affect the amount or form of such compensation paid to
Holding's executive officers, no report is provided herein.

-25-
<PAGE> 29
PERFORMANCE GRAPH

As described in "Tandem Securities", the record owner of the 1,000 issued
and outstanding shares of Holding Common Stock is the Nominee, who holds such
stock pursuant to the Nominee Agreement on behalf of and for the benefit of
Centex Stockholders. Thus, each Centex Stockholder owns a beneficial interest
in a portion of the 1,000 shares of Holding Common Stock held by the Nominee,
which shares are currently tradeable only in tandem with, and as a part of,
each such Centex Stockholder's Centex Common Stock. As a consequence of the
foregoing and because the beneficial interests in the 1,000 shares of Holding
Common Stock do not have any separate ascertainable value, no performance graph
is provided herein. Stockholders desiring to review the five-year stock
performance of Centex Common Stock are directed to the "Performance Graph"
section on page 15 of the Centex Proxy Statement.

SECTION 16(A) COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
Holding's directors and executive officers, and persons who beneficially own
more than 10% of a registered class of Holding's equity securities to file
initial reports of ownership, reports of changes in ownership and annual
reports of ownership with the Securities and Exchange Commission and the New
York Stock Exchange. Such persons are required by SEC regulation to furnish
Holding with copies of all Section 16(a) forms they file with the SEC.

Based solely on its review of the copies of such forms received by it with
respect to fiscal year 1997, or written representations from certain reporting
persons, Holding believes that all filing requirements required by Section
16(a) for fiscal year 1997 applicable to its directors, executive officers and
persons who beneficially own more than 10% of a registered class of Holding's
equity securities have been complied with.

CERTAIN TRANSACTIONS

Holding entered into a services agreement in May, 1987 with Centex Service
Company, a wholly-owned subsidiary of Centex ("CSC"), whereby CSC agreed to
provide certain tax, accounting and other similar services for Holding at a fee
of $2,500 per month. Service fees of $30,000 were paid pursuant to this
agreement for fiscal year 1997.

CDC has entered into an agreement with Holding to provide management
services to CDC in connection with the development, operation and maintenance
of CDC property and other administrative services. Management fees and
reimbursable costs totaling $951,000 were incurred under this agreement during
fiscal year 1997.

In connection with Holding's acquisition of additional shares of common
stock of Development in 1987, Holding borrowed $7,700,000 from Centex pursuant
to a secured promissory note (the "Holding Note"). The Holding Note, which had
a fluctuating balance during fiscal year 1997, bears interest, payable
quarterly, at the prime rate of interest of NationsBank of Texas, N.A.
("NationsBank") plus 1% (9 1/2% at June 2, 1997). As of June 2, 1997, the
outstanding principal balance of the Holding Note was $3,362,000. During
fiscal year 1996, the maturity of the Holding Note was extended to the earlier
to occur of April 1, 1998 (from April 1, 1996) or the last Detachment of
Holding Common Stock and the Stockholder Warrants from Centex Common Stock
pursuant to the Nominee Agreement. Interest expense on the Holding Note was
$508,000 for fiscal year 1997.

In 1987, Development loaned $7,700,000 to a wholly-owned subsidiary of
Centex, pursuant to an unsecured promissory note and related loan agreement.
The note bears interest, payable quarterly, at the prime rate of interest of
NationsBank plus 7/8% (9 3/8% at June 2, 1997). As of June 2, 1997, the
outstanding principal balance on the note was $7,700,000. During fiscal year
1996, the maturity of the note was extended to April 30, 1998 (from April 30,
1996). Fiscal year 1997 interest income on the note totaled $713,000.

In fiscal year 1997, CDC sold to Centex Homes, a general partnership
wholly-owned by Centex Real Estate Corporation ("CREC") and subsidiaries of
CREC, certain tracts of land for $3,814,000 and has agreements to purchase an
additional 29 lots from CDC.

-26-
<PAGE> 30
Centex Homes has guaranteed a bank line of credit for CDC (currently
$5,000,000) to utilize in conjunction with development of lots to be sold to
Centex Homes. This line of credit, which had an outstanding balance of $0 at
June 2, 1997, bears interest at LIBOR plus 3/4% (approximately 6 1/4 % at June
2, 1997), and is unsecured.

CDC owns property in the City of Carrollton, a suburb of Dallas, Texas,
which consists of one office and five fabrication-warehouse buildings on
approximately 17 acres. CDC leases this property to Centex Homes pursuant to a
five-year lease terminating on March 31, 1998. For fiscal year 1997, CDC
received rent from Centex Homes for this property in the amount of $200,000.
Subsequent to the fiscal year end, this property was sold to Centex Homes for
$2,866,000.

In July 1995, at the combined annual meeting of stockholders of Centex and
Holding, the Centex stockholders approved the proposal to extend until November
30, 2007 the detachment date of the Holding Common Stock. Also in July 1995,
Centex Real Estate Corporation (now 2728 Holding Corporation), the then sole
holder of all Class A Units, waived cumulative preference accruals owed by CDC
to CREC of $37.5 million and reduced its unrecovered capital in CDC to $47.3
million, which became the new basis for future preference accruals. During the
1997 fiscal year, CDC made capital distributions to its limited partners
totaling $4.5 million. At June 2, 1997, unpaid preferred return totaled
$5,736,000.

RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS

Arthur Andersen LLP acted as Holding's independent public accountants for
the fiscal year ended March 31, 1996 and has served as independent public
accountants for Holding since its incorporation in May 1987. Holding's
independent public accountants are selected annually by the Board of Directors
at the Board's first meeting held subsequent to the annual meeting of
stockholders. It is expected that the Board of Directors will select Arthur
Andersen LLP as Holding's independent public accountants for the current year.

STOCKHOLDER PROPOSALS

Holding's 1998 annual meeting of stockholders is scheduled to be held on
July 23, 1998. In order to be considered for inclusion in Holding's proxy
material for that meeting, stockholder proposals must be received at Holding's
executive offices, addressed to the attention of the Secretary, not later than
February 25, 1998.

FORM 10-K

STOCKHOLDERS ENTITLED TO VOTE AT THE MEETING MAY OBTAIN A COPY OF HOLDING'S
ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED MARCH 31, 1997, INCLUDING
THE FINANCIAL STATEMENTS, REQUIRED TO BE FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION, WITHOUT CHARGE, UPON REQUEST TO 3333 HOLDING CORPORATION,
ATTENTION: RAYMOND G. SMERGE, SECRETARY, 2728 N. HARWOOD, DALLAS, TEXAS 75201.

By Order of the Board of Directors

/s/ RAYMOND G. SMERGE
RAYMOND G. SMERGE
Secretary

Dallas, Texas
June 27, 1997

-27-

<PAGE> 31
CENTEX CORPORATION

THIS PROXY IS SOLICITED ON BEHALF OF THE BORAD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS - JULY 24, 1997

The undersigned herby appoints William J. Gillilan III and Laurence E. Hirsch
(acting unanimously or if only one be present, by that one alone), and each of
them, proxies, with full power of substitution to each, to vote, as specified
on the reverse side, at the Annual Meeting of Stockholders of Centex
Corporation ("Centex") to be held July 24, 1997, or any adjournment thereof,
all shares of Common Stock of Centex registered in the name of the undersigned
at the close of business on June 2, 1997.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS SPECIFIED ON THE BALLOT ON
THE REVERSE SIDE, BUT IF NO INSTRUCTIONS ARE INDICATED, THEN THIS PROXY WILL BE
VOTED FOR ITEM 1. THE PROXIES WILL USE THEIR DISCRETION WITH RESPECT TO ANY
MATTER REFERRED TO IN ITEM 2.

By execution of this proxy, you hereby acknowledge receipt herewith of
Notice of Meeting and Proxy Statement dated June 27, 1997.

READ, EXECUTE AND DATE REVERSE SIDE AND MAIL IN THE ENCLOSED ENVELOPE.

PROXIES ARE BEING SEPARATELY SOLICITED BY THE BOARD OF DIRECTORS OF CENTEX
CORPORATION AND 3333 HOLDING CORPORATION. TO ASSURE REPRESENTATION OF YOUR
SHARES AT THE ANNUAL MEETINGS OF BOTH COMPANIES, YOU MUST MARK AND RETURN BOTH
PROXY CARDS IN THE ENCLOSED ENVELOPE.
PLEASE TEAR OFF AND DISCARD THIS STUB.

3333 HOLDING CORPORATION

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

ANNUAL MEETING OF STOCKHOLDERS-JULY 24, 1997

The undersigned hereby appoints J. Stephen Bilheimer and David M. Sherer
(acting unanimously or if only one be present, by that one alone), and each of
them, proxies, with full power of substitution to each, to vote, as specified
on the reverse side, at the Annual Meeting of Stockholders of 3333 Holding
Corporation ("Holding") to be held July 24, 1997, or any adjournment therof,
all the beneficial interest of the undersigned in that portion of the 1,000
shares (the "Shares") of Common Stock of Holding registered in the name of
Chemical Bank (the "Nominee") pursuant to that certain Nominee Agreement dated
November 30, 1987 by and among Holding, Centex Corporation ("Centex"), Centex
Developement Company, L.P. and the Nominee, at the close of business on June 2,
1997 (the "Record Date"), that the total number of shares of Common Stock
of Centex held by the undersigned on the Record Date (being the number of
shares shown on this proxy beside the name of the undersigned (the "Centex
Owned Shares")) bears to the total number of shares of Centex Common Stock
outstanding on the Record Date. The beneficial interest of the undersigned in
the Shares is thus equal to approximately .0000343 multiplied by the number of
the Centex Owned Shares.

By execution of this proxy, you hereby acknowledge receipt herewith of
Notice of Meeting and Proxy Statement dated June 27, 1997.

READ, EXECUTE AND DATE REVERSE SIDE AND MAIL IN THE ENCLOSED ENVELOPE.

<PAGE> 32
CENTEX CORPORATION Please mark your
votes as indicated
in this example [X]

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF ALL THE
NOMINEES IN ITEM 1.

1. Election of directors listed to the right to serve until the Annual Meeting
of Stockholders in 2000.

FOR all nominees WITHHOLD
listed to the right AUTHORITY
(except as marked to vote for all nominees
to the contrary). listed to the right
[ ] [ ]

2. In their discretion, on such other business as may properly be brought
before the meeting or any adjournment thereof.

(INSTRUCTION: To withhold authority to vote for any individual nominee, write
the nominee's name in the space provided below.)

Dan W. Cook III, Laurence E. Hirsch, Charles H. Pistor

- -------------------------------------------------------------------------------

THIS PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS VOTED AT THE ANNUAL MEETING.

UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR ITEM 1 AND, IN THE
DISCRETION OF THE NAMED PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY BE
BROUGHT BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF. By executing this proxy,
the undersigned hereby revokes prior proxies relating to the meeting.

Dated: , 1997
-------------------------------------------------------------

- -------------------------------------------------------------------------
Signature

PROXIES ARE BEING SEPARATELY SOLICITATED BY THE BOARD OF DIRECTORS OF CENTEX
CORPORATION AND 3333 HOLDING CORPORATION. TO ASSURE REPRESENTATION OF YOUR
SHARES AT THE ANNUAL MEETINGS OF BOTH COMPANIES, YOU MUST MARK AND RETURN
BOTH PROXY CARDS IN THE ENCLOSED ENVELOPE. PLEASE TEAR OFF AND DISCARD
THIS STUB.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF ALL THE
NOMINEES IN ITEM 1.

3333 HOLDING CORPORATION

1. Election of directors listed to the right.

FOR all nominees WITHHOLD
listed to the right AUTHORITY
(except as marked to vote for all nominees
to the contrary). listed to the right
[ ] [ ]

2. In their discretion, on such other business as may properly be brought
before the meeting or any adjournment thereof.

(INSTRUCTION: To withhold authority to vote for any individual nominee, write
the nominee's name in the space provided below.)

J. Stephen Bilheimer, Josiah O. Low, III, David M. Sherer

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THIS PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS VOTED AT THE ANNUAL MEETING.

Dated: , 1997
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Signature